Exhibit 10.1
AMERICAN INTERNATIONAL GROUP, INC.
EXECUTIVE INCENTIVE PLAN
1. PURPOSE
The Compensation Committee of the Board of Directors (the "Committee") of
American International Group, Inc. ("AIG") has determined that certain key
employees of AIG and its subsidiaries (together, the "Employer") contribute
substantially to the long-term growth and profitability of AIG. AIG has created
this AIG Executive Incentive Plan (this "Plan") to reward these individuals and
to provide incentives for their continued contribution to the long-term
performance of AIG. It is also intended that all Incentive Award Amounts (as
defined in Section 4) payable or provided for under this Plan be considered
"performance-based compensation" within the meaning of Section 162(m)(4)(C) of
the Internal Revenue Code (the "Code"), and the regulations thereunder, and this
Plan will be interpreted accordingly.
2. PERFORMANCE PERIODS
This Plan will operate for successive one year periods (each a
"Performance Period"). The first Performance Period will run from January 1,
2006 through December 31, 2006. Thereafter, each Performance Period will be for
successive calendar year periods.
3. PARTICIPATION
A. PARTICIPANTS. Before the 90th day after the beginning of the
Performance Period, or otherwise in a manner consistent with Treasury Regulation
1.162-27(e)(2) (the "Establishment Date"), the Committee will designate those
individuals who will participate in this Plan for each Performance Period (the
"Participants"). The names of the Participants will be set forth on a schedule
(the "Performance Period Schedule").
B. CHANGES DURING A PERFORMANCE PERIOD. Except as provided below, the
Committee will have the authority at any time (1) during the Performance Period
to remove Participants from this Plan for that Performance Period and (2) before
the Establishment Date to add Participants to this Plan for a particular
Performance Period. The Committee will amend the Performance Period Schedule to
reflect an individual's addition to, or removal from, this Plan.
4. INCENTIVE AWARD AMOUNTS
A. CALCULATION. Each Participant may be paid or provided with an incentive
award amount under this Plan equal to 0.3% of AIG's Adjusted Net Income with
respect to each Performance Period. Notwithstanding anything to the contrary in
this Plan, the Committee may, in its sole discretion, reduce the incentive award
amount for any Participant for a particular Performance Period at any time prior
to the payment of incentive awards to Participants pursuant to
Section 5 (a Participant's incentive award for each Performance Period, as so
reduced, the "Incentive Award Amount").
For purposes of this Plan, "Adjusted Net Income" will be the net income of
AIG and subsidiaries, determined on a consolidated basis in accordance with U.S.
Generally Accepted Accounting Principles (1) without giving effect to (a)
realized capital gains or losses, net of tax; (b) the cumulative effect of
changes in accounting treatment during the relevant periods, net of tax; (c) the
cumulative effect of changes in tax laws during the relevant period; (d) FAS 133
gains and losses, excluding realized capital gains or losses, net of tax; or (e)
extraordinary items related to acquisition, restructuring and related charges,
net of tax; or (f) other extraordinary items and any other unusual or
non-recurring items of loss or expense, net of tax and (2) with adjustments in
the case of cash acquisitions in excess of $5 billion to equalize the effect of
acquisitions for cash and acquisitions for AIG common stock.
B. CERTIFICATION. Following the completion of each Performance Period, the
Committee will certify in writing AIG's Adjusted Net Income for such Performance
Period.
C. TERMINATION DURING A PERFORMANCE PERIOD. If a Participant's employment
with the Employer terminates for any reason before the end of a Performance
Period, unless otherwise provided in the Performance Period Schedule, the
Committee will have the discretion to determine whether (1) such Participant
will be entitled to any Incentive Award Amount, (2) such Participant's Incentive
Award Amount will be reduced on a pro-rata basis to reflect the portion of such
Performance Period the Participant was employed by the Employer or (3) to make
such other arrangements as the Committee deems appropriate in connection with
the termination of such Participant's employment.
5. FORM OF PAYMENT OF INCENTIVE AWARD AMOUNT
A. RANGE OF AWARDS. Each Participant's Incentive Award Amount will be
payable or provided for, in the sole discretion of the Committee, in cash,
deferred cash-based awards and/or equity-based awards. By way of example, and
without limitation, a Participant's Incentive Award Amount may be paid or
provided for in the form of annual cash bonuses, the grant of vested or unvested
equity-based awards, the payment or accrual of long-term cash bonus amounts
under the AIG Senior Partners Plan or the grant or accrual of long-term
equity-based amounts under the AIG Partners Plan, in each case for the current
period or for future periods.
B. INTERACTION WITH SUB-PLANS. From time to time, the Committee may
designate other Employer compensation plans that will operate as sub-plans under
this Plan (each such Plan, a "Sub-Plan"). For any Participant who also
participates in a Sub-Plan, awards under the Sub-Plan will be earned during a
Performance Period only to the extent that the Committee determines to pay or
provide for the Participant's Incentive Award Amount through awards earned under
the Sub-Plan. To the extent the Committee does not determine to so pay or
provide for a Participant's Incentive Award Amount or a Participant's Incentive
Award Amount is insufficient for this purpose, the Participant will not earn an
award under the Sub-
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Plan (without regard to whether non-Participants earn awards under the Sub-Plan
during the relevant Period).
C. VALUATION OF EQUITY AWARDS. For the purpose of paying or providing for
a Participant's Incentive Award Amount, (1) the accrued or awarded cash value at
the end of the Performance Period will be used to value any long-term cash based
awards, (2) the closing price of the AIG common stock on the last trading day of
the Performance Period will be used as the value of each AIG equity-based award
which is based upon the full value of a share of common stock and (3) the fair
value (based on the methodology used by AIG with respect to the Performance
Period in its financial statements and on closing price of AIG common stock on
the date of grant) will be used as the value of each AIG stock option or stock
appreciation right (to the extent any such award would be awarded pursuant to
Section 5A).
D. TERMS OF AWARDS. Any award which is paid or provided for in respect of
a Participant's Incentive Award Amount will be subject to such terms and
conditions (including vesting requirements) as the Committee and the
administrative committee of any plan (including any Sub-Plan) under which such
award is granted may determine.
6. ADMINISTRATION OF THIS PLAN
A. GENERAL. This Plan will be administered by the Committee. Actions of
the Committee may be taken by the vote of a majority of its members. The
Committee may allocate among its members and delegate to any person who is not a
member of the Committee any of its administrative responsibilities; provided,
however, the Committee may not delegate any of its authority or administrative
responsibility hereunder (and no such attempted delegation will be effective) if
such delegation would cause any Incentive Award Amount payable or provided for
under this Plan not to be considered performance-based compensation within the
meaning of Section 162(m)(4)(C) of the Code and the regulations thereunder, and
any such attempted delegation will be void ab initio. The Committee will have
power to interpret this Plan, to make regulations for carrying out its purpose
and to make all other determinations in connection with its administration, all
of which will, unless otherwise determined by the Committee, be final, binding
and conclusive.
B. NON-UNIFORM DETERMINATIONS. To the extent permitted by Section
162(m)(4)(C) of the Code and the regulations thereunder, the Committee's
determinations under this Plan need not be uniform and may be made by it
selectively among Participants (whether or not such persons are similarly
situated). Without limiting the generality of the foregoing, the Committee will
be entitled, among other things, to make non-uniform and selective
determinations as to (1) the persons to become Participants, (2) the reduction
in a Participant's Incentive Award Amount for each Performance Period and (3)
whether employment with the Employer has been terminated for purposes of this
Plan.
C. AMENDMENTS. The Board will have the power to amend this Plan in any
manner and at any time, including in a manner adverse to the rights of the
Participants. Unless the Committee determines that the Incentive Award Amounts
under this Plan should not constitute performance-based compensation within the
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meaning of Section 162(m)(4)(C) of the Code, no amendment that would require
shareholder approval in order for Incentive Award Amounts paid pursuant to this
Plan to constitute performance-based compensation within the meaning of Section
162(m)(4)(C) of the Code will be effective without the approval of the
shareholders of AIG as required by Section 162(m) of the Code and the
regulations thereunder.
D. NO LIABILITY. No member of the Board of Directors of AIG or the
Committee or any employee of the Employer (each a "Covered Person") will have
any liability to any person (including any Participant) for any action taken or
omitted to be taken or any determination made in good faith with respect to this
Plan or any Participant's participation in it. Each Covered Person will be
indemnified and held harmless by AIG against and from any loss, cost, liability,
or expense (including attorneys' fees) that may be imposed upon or incurred by
such Covered Person in connection with or resulting from any action, suit or
proceeding to which such Covered Person may be a party or in which such Covered
Person may be involved by reason of any action taken or omitted to be taken
under this Plan and against and from any and all amounts paid by such Covered
Person, with AIG's approval, in settlement thereof, or paid by such Covered
Person in satisfaction of any judgment in any such action, suit or proceeding
against such Covered Person, provided that AIG will have the right, at its own
expense, to assume and defend any such action, suit or proceeding and, once AIG
gives notice of its intent to assume the defense, AIG will have sole control
over such defense with counsel of AIG's choice. The foregoing right of
indemnification will not be available to a Covered Person to the extent that a
court of competent jurisdiction in a final judgment or other final adjudication,
in either case, not subject to further appeal, determines that the acts or
omissions of such Covered Person giving rise to the indemnification claim
resulted from such Covered Person's bad faith, fraud or willful misconduct. The
foregoing right of indemnification will not be exclusive of any other rights of
indemnification to which Covered Persons may be entitled under AIG's Restated
Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any
other power that AIG may have to indemnify such persons or hold them harmless.
7. GENERAL RULES
A. NO FUNDING. AIG will be under no obligation to fund or set aside
amounts to pay obligations under this Plan. Participants will have no rights to
any amounts under this Plan other than as a general unsecured creditor of AIG.
B. TAX WITHHOLDING. As a condition to the payment of any amount under this
Plan or in connection with any other event that gives rise to a federal or other
governmental tax withholding obligation (1) AIG may deduct or withhold (or cause
to be deducted or withheld) from any payment to a Participant whether or not
pursuant to this Plan or (2) the Committee will be entitled to require that the
Participant remit cash to AIG (through payroll deduction or otherwise), in each
case, in an amount sufficient in the opinion of AIG to satisfy such withholding
obligation.
C. NO RIGHTS TO OTHER PAYMENTS. The provisions of this Plan provide no
right or eligibility to a Participant to any other payouts from AIG or its
subsidiaries under any other alternative plans, schemes, arrangements or
contracts AIG may have with any employees or group of employees of AIG or its
subsidiaries.
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D. NO EFFECT ON BENEFITS. Grants and payments under this Plan will
constitute special discretionary incentive payments to the Participants and will
not be required to be taken into account in computing the amount of salary or
compensation of the Participants for the purpose of determining any
contributions to or any benefits under any pension, retirement, profit-sharing,
bonus, life insurance, severance or other benefit plan of the Employer or under
any agreement with a Participant, unless the Employer specifically provides
otherwise.
E. SECTION 409A PAYMENT DELAY. Notwithstanding any provision to the
contrary in this Plan, to the extent any payment to be made to a Participant in
connection with the Participant's termination of service with the Employer would
be subject to the additional tax of Section 409A of the Internal Revenue Code
(the "Code"), the payment will be delayed until six months after a Participant's
termination of service with the Employer (or earlier death or disability (within
the meaning of Section 409A of the Code)).
F. SEVERABILITY. If any of the provisions of this Plan is finally held to
be invalid, illegal or unenforceable (whether in whole or in part), such
provision will be deemed modified to the extent, but only to the extent, of such
invalidity, illegality or unenforceability and the remaining provisions will not
be affected thereby; provided, that if any of such provisions is finally held to
be invalid, illegal, or unenforceable because it exceeds the maximum scope
determined to be acceptable to permit such provision to be enforceable, such
provision will be deemed to be modified to the minimum extent necessary to
modify such scope in order to make such provision enforceable hereunder.
G. ENTIRE AGREEMENT. This Plan contains the entire agreement of the
parties with respect to the subject matter thereof and supersedes all prior
agreements, promises, covenants, arrangements, communications, representations
and warranties between them, whether written or oral with respect to the subject
matter thereof.
H. WAIVER OF CLAIMS. Each Participant recognizes and agrees that prior to
being selected by the Committee to be a Participant he or she has no right to
any benefits under this Plan. Accordingly, in consideration of the Participant's
participation hereunder, he or she expressly waives any right to contest the
amount of any Incentive Award Amounts, the terms of this Plan, any
determination, action or omission hereunder by the Committee or AIG or any
amendment to this Plan.
I. NO THIRD PARTY BENEFICIARIES. Except as expressly provided therein,
this Plan will not confer on any person other than AIG and the Participant any
rights or remedies thereunder. The exculpation and indemnification provisions of
Section 6D will inure to the benefit of a Covered Person's estate and
beneficiaries and legatees.
J. AIG'S SUCCESSORS AND ASSIGNS. The terms of this Plan will be binding
upon and inure to the benefit of AIG and its successors and assigns.
K. RIGHT OF OFFSET. AIG will have the right to offset against the
obligation to pay an amount to any Participant, any outstanding amounts
(including, without limitation, travel and entertainment or advance account
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balances, loans or amounts repayable to it pursuant to tax equalization,
housing, automobile or other employee programs) such Participant then owes to
the Employer.
L. NONASSIGNABILITY. A Participant's rights under this Plan will not be
assignable, transferable, pledged, hedged or in any manner alienated, whether by
operation of law or otherwise, except as a result of death or incapacity where
such rights are passed pursuant to a will or by operation of law. Any
assignment, transfer, pledge, or other disposition in violation of the
provisions of this Section 7L will be null and void and any rights which are
hedged in any manner will immediately be forfeited.
M. RIGHT TO DISCHARGE. Nothing contained in this Plan will confer on any
Participant any right to be continued in the employ of the Employer or to be
included in any future plans of a similar nature.
N. CONSENT. If the Committee will at any time determine that any consent
(as hereinafter defined) is necessary or desirable as a condition of, or in
connection with, the granting of any right, the making of any determination or
the payment of any amount under this Plan, or the taking of any other action
thereunder (each such action, a "plan action"), then such plan action will not
be taken, in whole or in part, unless and until such consent will have been
effected or obtained to the full satisfaction of the Committee.
The term "consent" as used in this paragraph includes (1) any and
all listings, registrations or qualifications in respect thereof
upon any securities exchange or under any federal, state, or local
law, or law, rule or regulation of a jurisdiction outside the United
States, (2) any other matter, which the Committee may deem necessary
or desirable to comply with the terms of any such listing,
registration or qualification or to obtain an exemption from the
requirement that any such listing, qualification or registration be
made, (3) any and all other consents, clearances and approvals in
respect of a plan action by any governmental or other regulatory
body or any stock exchange or self-regulatory agency and (4) any and
all consents required by the Committee.
8. DISPUTES
A. GOVERNING LAW. This Plan will be governed by and construed in
accordance with the laws of the State of New York, without regard to principles
of conflict of laws.
B. DISPUTE RESOLUTION AND RELATED PROVISIONS. AIG agrees to the following
provisions. By the acceptance of any Incentive Award Amount, each Participant
agrees to accept the provisions of this Plan, including, without limitations,
the following:
(1) ARBITRATION. Subject to the provisions of this Section 8, any
dispute, controversy or claim between AIG and a Participant, arising out
of or relating to or concerning this Plan or any Incentive Award Amount
will be
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finally settled by arbitration in New York City before, and in accordance
with the rules then obtaining of, the New York Stock Exchange, Inc. (the
"NYSE") or, if the NYSE declines to arbitrate the matter (or if the matter
otherwise is not arbitrable by it), the American Arbitration Association
(the "AAA") in accordance with the commercial arbitration rules of the
AAA. Prior to arbitration, all claims maintained by a Participant must
first be submitted to the Committee in accordance with claims procedures
determined by the Committee.
(2) JURISDICTION. AIG and each Participant hereby irrevocably submit
to the exclusive jurisdiction of a state or federal court of appropriate
jurisdiction located in the Borough of Manhattan, the City of New York
over any suit, action or proceeding arising out of or relating to or
concerning this Plan or any Incentive Award Amount that are not otherwise
arbitrated or resolved according to Section 8B(1). AIG and each
Participant acknowledge that the forum designated by this section has a
reasonable relation to this Plan and to such Participant's relationship
with AIG.
(3) WAIVER. AIG and each Participant waive, to the fullest extent
permitted by applicable law, any objection which AIG and such Participant
now or hereafter may have to personal jurisdiction or to the laying of
venue of any such suit, action or proceeding in any court referred to in
Section 8B(2). AIG and each Participant undertake not to commence any
action, suit or proceeding arising out of or relating to or concerning
this Plan or any Incentive Award Amount in any forum other than a forum
described in Section 8B(2).
(4) SERVICE OF PROCESS. Each Participant irrevocably appoints the
Secretary of AIG at 70 Pine Street, New York, New York 10270, U.S.A. as
his or her agent for service of process in connection with any action,
suit or proceeding arising out of or relating to or concerning this Plan
or any Incentive Award Amount that are not otherwise arbitrated or
resolved according to Section 8B(1). The Secretary will promptly advise
the Participant of any such service of process.
C. CONFIDENTIALITY. By the acceptance of any Incentive Award Amount, each
Participant agrees to keep confidential any information concerning any grant
made under this Plan and any dispute, controversy or claim relating to this
Plan, except that a Participant may disclose information concerning a dispute or
claim to the court that is considering such dispute or to such Participant's
legal counsel (provided that such counsel agrees not to disclose any such
information other than as necessary to the prosecution or defense of the
dispute).
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9. TERM OF PLAN
This Plan will continue until suspended or terminated by the Board in its
sole discretion. Any termination of this Plan will be done in a manner that the
Committee determines complies with Section 409A of the Code.
10. DATE OF ADOPTION AND SUBJECT TO SHAREHOLDER APPROVAL
A. ADOPTION. This Plan was adopted on March 15, 2006 by the Board of
Directors of AIG.
B. CONTINGENT UPON SHAREHOLDER APPROVAL. This Plan was adopted subject to
the approval of the shareholders of AIG at AIG's 2006 Annual Meeting in
accordance with Section 162(m)(4)(C) of the Code and Treasury Regulation Section
1.162-27(e)(4). If this Plan is not so approved by the AIG shareholders, no
Incentive Award Amounts will be payable hereunder.
C. EFFECT ON OTHER PLANS. If this Plan is not approved by the AIG
shareholders in accordance with Section 162(m)(4)(C) of the Code and Treasury
Regulation Section 1.162-27(e)(4), pursuant to (i) Section 9O of the AIG Senior
Partners Plan, the SPUs of any Participant will terminate and no further
Weighted-Average SPU Values (each as defined in the Senior Partners Plan) will
accrue under such plan for any Participant and (ii) Section 8O of the AIG
Partners Plan, the Performance RSUs awarded to any Participant will terminate
and no further RSUs (each as defined in the Partners Plan) will accrue under
such plan for any Participant.
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